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iv. If the Provider is assisting County staff with a large volume of phone calls outside of <br />a scheduled appointment time, the Provider should complete a Call Log to submit <br />along with an invoice describing the services performed. This type of service is paid <br />by the minute, without a one hour minute requirement for payment. <br />v. In the case of an unexpected closing or delayed opening (e.g., inclement weather) of <br />the County Offices when providing interpretation services, the Provider shall not be <br />paid for missed appointments. When in doubt, the Provider can ca11732-8181 to see <br />if county offices are open or are on a delayed schedule. When possible, the Provider <br />is also asked to help call his/her scheduled clients to inform them of the delay or <br />closing. <br />Term. The term of this Agreement shall be from July 1, 2011 to June 30, 2012. <br />Errors and Omissions. Provider represents and agrees that Provider is qualified to perform and <br />fully capable of performing and providing the services required or necessary under this <br />Agreement in a fully competent, professional and timely manner to the satisfaction of the <br />County. Provider shall be responsible for all errors or omissions, in the performance of the <br />Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, <br />mistakes or conflicts at no additional cost to the County. <br />7. Additional Terms and Condition. The County may have additional terms and conditions that <br />shall be provided as an attachment(s) and is (are) hereby incorporated by reference. <br />8. Precedence Among Contract Documents: In the event of a conflict between or among <br />the terms of the Contract Documents, the terms in the Contract Document with the <br />highest relative precedence shall prevail. The order of precedence shall be the order of <br />documents as listed in Paragraph 1, above, with this contract document having the <br />highest precedence then the first listed document and the last-listed document having the <br />lowest precedence. If there are multiple Contract Amendments, the most recent <br />amendment shall have the highest precedence and the oldest amendment shall have the <br />lowest precedence. <br />9. Non-waiver: Failure by County at any time to require the performance by Provider of any of the <br />provisions hereof shall in no way waive or affect the County's right hereunder to enforce the <br />same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding <br />breach or a waiver of this Non-Waiver Clause. <br />10. Independent Contractor: The Provider shall operate as an independent Provider, and the County <br />shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be <br />treated as an employee with respect to the Services performed hereunder for federal or state tax, <br />unemployment or workers' compensation purposes. The Provider understands that neither <br />federal, nor state, nor shall payroll tax of any kind be withheld or paid by the County on behalf <br />of the Provider or the employees of the Provider. <br />11. Insurance: The Provider shall obtain, at its sole expense, all insurance needed to adequately <br />insure itself during the performance of these services. <br />12. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all <br />losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable <br />attorney's fees) arising from bodily injury, including death, to any person or persons or damage <br />Revised June 2011 4 <br />